Nick Chen
About Nick Chen
Yu-Hao “Nick” Chen, age 44, is an independent director of IRIDEX (IRIX) appointed in March 2025. He is COO of Clinico Group since April 2024 and previously served as CFO at Clinico (Feb 2020–Feb 2021); he has held CFO roles at 85 Degrees Café and Everfine Industrial Co., Ltd., and spent eight years at Deloitte, bringing ~20 years of finance and accounting experience aligned with audit oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clinico Group | Chief Operating Officer | Since Apr 2024 | Operates a medical device distribution/retail business; operational and financial oversight |
| Clinico Group | Chief Financial Officer | Feb 2020 – Feb 2021 | Financial leadership; controls and reporting |
| 85 Degrees Café | Chief Financial Officer | Not disclosed | Finance leadership (dates not disclosed) |
| Everfine Industrial Co., Ltd. | Chief Financial Officer | Not disclosed | Finance leadership (dates not disclosed) |
| Deloitte | Audit/Advisory | Eight years (dates not disclosed) | Audit and advisory training; strengthens audit committee readiness |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Clinico Group | COO | Private (not disclosed as public) | Medical device distribution/retail |
| 85 Degrees Café | CFO | Private (not disclosed as public) | Hospitality/consumer (dates not disclosed) |
| Everfine Industrial Co., Ltd. | CFO | Private (not disclosed as public) | Industrial/consumer (dates not disclosed) |
Board Governance
- Independence: The Board determined all members except the CEO (Patrick Mercer) are independent; Chen is independent .
- Committee assignments:
- Audit Committee member (Chair: William Moore; Moore designated “audit committee financial expert”) .
- Strategy and Budget Committee Chair; committee created in 2025 and had not held meetings as of the proxy date; mandates include operating plan/budget, R&D plans, and prior review of material investor communications, subject to full Board oversight .
- Attendance and engagement:
- Board held 14 meetings in FY2024; no directors serving in FY2024 attended fewer than 75% (Chen joined in 2025; not applicable for 2024) .
- Annual meeting attendance policy encourages attendance (the 2024 meeting was attended by Mercer, Ludlum, Shuda, Huss, Grove; Chen was not yet a director) .
- Board leadership: Chairperson is independent director Scott Shuda with responsibilities including presiding at executive sessions and investor engagement .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $35,000 | Paid quarterly in arrears |
| Audit Committee member retainer | $7,500 | For non-chair members |
| Audit Committee chair retainer | $15,000 | Not applicable to Chen (Moore is chair) |
| Compensation Committee member retainer | $5,000 | Chen is not a member |
| Nominating & Governance Committee member retainer | $4,000 | Chen is not a member |
| Chairperson of the Board retainer | $35,000 | Not applicable to Chen (Shuda is chair) |
| Strategy & Budget Committee fees | Not disclosed | Newly created; no fee policy disclosed |
Performance Compensation
| Award Type | Grant Value / Shares | Vesting / Terms | Notes |
|---|---|---|---|
| Annual director option grant (2025) | Expected $95,200 value; 68,000 shares subject to option (Nick Chen) | Options vest in full on earlier of 1-year from grant or next annual meeting | Per 2008 EIP; exercise price set at fair market value on grant date |
| New director stock grant (2025) | 15,000 shares of Common Stock (newly appointed directors) | Vesting not specified in proxy | Separate from annual option grant in 2025 |
No director performance metrics (TSR/EBITDA/etc.) are tied to director equity; vesting is time-based and aligned to annual meeting cadence .
Other Directorships & Interlocks
- Novel nomination: Pursuant to an Investor Rights Agreement with Novel Inspiration International Co., Ltd. (a >5% holder), the Board nominated William Moore and Nick Chen for election; Novel holds rights to appoint/maintain two directors subject to ownership thresholds and to approve certain corporate actions .
- Public company boards: None disclosed for Chen .
- Interlocks: No disclosed committee interlocks or shared directorships with IRIDEX competitors/suppliers beyond Novel’s rights .
Expertise & Qualifications
- Finance/accounting expertise: ~20 years of experience including eight years at Deloitte; prior CFO roles support Audit Committee work .
- Medical device operations: COO of Clinico, a medical device distribution/retail business, adds relevant industry operational context to the Strategy & Budget Committee .
- Board designation: Independent director status confirmed by Nasdaq standards .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components/Notes |
|---|---|---|---|
| Nick Chen | 0 | <1% | Holds no rights to acquire stock within 60 days of Apr 1, 2025 |
| Policy on pledging/hedging | Prohibited | — | Directors are prohibited from hedging or pledging IRIDEX securities |
Director stock ownership guidelines: Not disclosed in the proxy.
Insider trades: No Form 4 activity is disclosed for Chen; he beneficially owned no shares as of Apr 1, 2025 and had no acquirable rights within 60 days .
Governance Assessment
-
Strengths
- Independence and relevant expertise: Independent per Nasdaq; deep finance/audit background; audit committee member; signs Audit Committee report, indicating direct involvement in financial oversight .
- Anti-hedging/pledging: Strong alignment policy prohibiting hedging/pledging for directors .
- Structured oversight: Strategy & Budget Committee oversight of operating plan, R&D, and investor communications adds focus to execution and disclosure quality, under full Board oversight .
-
Concerns and potential RED FLAGS
- Significant shareholder influence: Chen’s nomination arises from Novel’s Investor Rights Agreement granting two board seats and certain approval rights; this may create perceived influence risks and potential conflicts in decisions impacting Novel (e.g., financing terms, governance changes) .
- Ownership alignment: As of Apr 1, 2025, Chen held no IRIDEX shares and had no short-term acquirable rights, which may reduce immediate “skin-in-the-game” alignment until expected grants vest/are awarded .
- Dilution/context: The Novel transaction includes the potential issuance of up to 11,857,142 common shares (subject to approvals), representing 70.62% of shares outstanding as of Mar 19, 2025, with caps pre-approval; this amplifies scrutiny on directors nominated via Novel’s rights and on Strategy & Budget Committee oversight of investor communications .
-
Engagement signals
- Board activity: 14 meetings in FY2024 (pre-appointment); committees active (Audit 4, Compensation 3, Nominating 5). Strategy & Budget Committee is new; no meetings yet by proxy date .
Director Compensation
| Element | FY2024 Actual (context) | 2025 Policy/Expectations |
|---|---|---|
| Cash retainer | 2024 director fees paid to incumbents (example: Huss $52,500; Shuda $84,756 incl temp exec chair pay) | $35,000 board retainer; $7,500 Audit member; chair fees for other committees (Audit $15k, Comp $10k, N&G $9.5k); Board chair $35k |
| Equity awards | No regular equity grants made at 2024 annual meeting | Annual option grants equal to $75,000 vest at earlier of 1-year or next annual meeting; newly appointed directors granted 15,000 shares of common stock; Chen expected $95,200 option value with 68,000 shares subject to option |
Related Party Transactions (Conflict screening)
- Transaction with Novel: Series B Preferred (600,000 shares at $10/share) and a $4,000,000 initial convertible note (12% interest paid in shares, price floor $0.21), plus rights to purchase up to $10,000,000 in Growth Notes; capped at 19.99% prior to shareholder approval; Investor Rights Agreement grants Novel two board seats and certain consent rights .
- No transactions disclosed involving Chen’s external employers (Clinico, 85 Degrees Café, Everfine Industrial) .
Say-on-Pay & Shareholder Feedback
- 2025 agenda includes advisory votes on NEO compensation and frequency; vote outcomes not yet reported in the proxy .
Compensation Committee Analysis (context)
- Composition: Huss (Chair), Moore, Shuda – all independent; authority to use external compensation advice; no interlocks disclosed .
Performance & Track Record (director-specific)
- Tenure: New director as of March 2025; no disclosed stock performance attribution during tenure .
- Audit Committee report: Signed by Moore (Chair), Huss, Chen – indicating active participation in FY2024 financial statement oversight process at time of report .
Governance Implications for Investors
- The combination of Novel-appointed directors and significant potential dilution elevates governance scrutiny; Chen’s audit and strategy roles should be monitored for independence and rigor in capital allocation, disclosure, and investor communications .
- Absence of personal share ownership at appointment may soften near-term alignment, though director equity grants (stock/options) provide at-risk exposure; anti-hedging/pledging policy mitigates misalignment risk .
- Overall, board independence and committee activity are positive, but investors should evaluate votes related to the Novel proposals and observe Strategy & Budget Committee practices for transparency and shareholder-centric decision-making .